Kate and Leopold XXX
by Mrs Carly Howlett
Summary: Stuart encourages Leopold to go forth and be bold, finally scratching the itch that Kate has had since they met.


**Kate and Leopold XXX**

**So this is going to be slightly AU because Kate and Leopold went BACK to New York, as if Leo didn't leave. Just pretend it wouldn't have caused any time rips or any weird science stuff (so technical... I know) but just let that go. Kate and Leo are living in her apartment and Stuart is still living in his.**

It was half past noon when Kate decided to go out shopping with one of her friends from work, leaving Leopold with two choices, accompany them, or stay home by himself. It was no surprise to anyone that he chose the latter.

One pm rolled around and Leopold had exhausted all of his ideas. He had already explored New York many times, read every book in the apartment and was still frighteningly scared of the internet, so when he heard Stuart and Charlie rough housing downstairs, he jumped at the chance to get some human contact.

He appeared at the window and knocked lightly on the glass. Stuart was pleasantly surprised by his attire, finally losing the blouse and 'pirate boots' and wearing a T-shirt and slacks, which Kate had picked out for him.

"Hey, Leo!" Charlie yelled, sliding open the door and hugging Leopold who hadn't seen Charlie in weeks after he went off for an audition in Canada, proving to be a bust.

"Charles, so good to see you," Leopold replied, noting that both Stuart and Charlie had a beer in their hand.

"Beer?" Stuart quirked a brow and held out a bottle of Bud Light.

"Why thank you, Stuart," Leopold smiled and began to walk into the kitchen, searching for a bottle opener.

"Leo, it's a twist off," Charlie laughed, along with Stuart who was more than a little tipsy. Charlie had just arrived and was on his first, where as Stuart had been home all day celebrating a scientific breakthrough and was on his 5th.

Leo smiled awkwardly and proceeded to twist the cap off of his beer, setting it down on the counter and walking over to the boys who were seated on the couch.

"Ya know, Leo, if you went down to that old house of yours and asked, I'm sure you could get a job giving tours," Charlie said.

"He's already got a job, Chuck, he's a famous butter actor!" Stuart laughed, finding himself hilarious at the moment.

" Ha ha," Leo said sarcastically, "I was a Duke at one point."

"Sure you were," Stuart laughed. Leo gave him a puzzled look.

"He's just hammered," Charlie told Leo and then took a sip of his beer.

"Hammered?" Leopold asked.

"Drunk."

"Oh."

Stuart flipped on the television and immediately a porno came on. It was evident to Charlie what Stuart had been doing all day... besides drinking.

There was a busty blonde lady giving a wanna be swim suit model brunette a blow job.

"My goodness, Stuart, what garbage is this?" Leopold scoffed, obverting his eyes.

"It's just porn, Leo, take it easy," Stuart responded.

"Porn?" Leo quirked a brow, and proceeded to look at the TV again. Still disgusted, yet oddly intrigued.

"Like, ya know, pornography..." Charlie added.

"Like, perverse situations? Shameful images and stories of sexual acts?" Leo asked again, sitting up.

"Well, yea, but now they're movies," Charlie laughed.

"Movies? They show this in the cinema!?" Leo exclaimed, gesturing towards the television.

"Well, in special theatres, but usually you have to buy them or go on the internet," Charlie explained.

"Ugh, I can't watch this," he looked away, staring at the window as the sounds of skin slapping against skin played on the TV, "Don't you two have girlfriends?"

"Yea, but this isn't cheating, Leo," Charlie replied.

"I'm single, but Charlie's right, you're not actually doin' it, you're just watching," Stuart laughed, getting up to get himself _another_ beer.

"It would be unfair to Kate, can't we just turn this off," Leopold asked, still looking away.

Stuart walked back over to the couch, nursing his new beer, "Not now, not when I know it bugs you."

Leopold scoffed again, "This is childish!"

"No, you're being childish, just turn around and watch, enjoy the cinematic beauty of a naked woman giving head to a much older gentleman," Stuart slurred.

"The beauty of sex is to be enjoyed by a man and a woman who are married, not by three men drinking in an apartment!" Leopold retorted.

"Leo, you really need to adjust to this new lifestyle, in today's day and age, you can have sex anytime you want, the people who follow your rules are few and far between," Charlie told him.

"Kate, she's not like that," Leopold replied, again gesturing to the naked woman on screen.

"Not like _that_," Stuart laughed, "But I bet she's itchin' for a little something that you have yet to provide."

Charlie wore a disgusted look and slapped Stuart's arm.

"Kate?" Leopold asked, obviously Stuart's subtlety flew over his head.

"She wants sex, Leopold," Stuart laughed.

"Ugh, I'm going to the bathroom, " Charlie said, excusing him from the conversation regarding his sister and her sexual needs.

"Do you really think so?" Leopold asked, sliding closer to Charlie.

"Of course, when we were together she wanted it all the time, but I was too busy, now she's got you and you're practically virginal," Stuart tipped his beer to gesture to Leo and then took a big gulp.

"I am not virginal!" Leo piped up.

"Have you ever had sex?" Stuart laughed.

"I was supposed to wait until marriage, however, one time at a private event, after some wine and dancing, a young floozy was able to snake her way into my room and into my pants," Leo held his head shamefully.

"So only once?" Stuart asked.

"Yes, and I regret it every day," Leopold replied.

"Dude! You need to get laid! You shouldn't regret it, sex is what drives us, go get some!" Stuart punched Leo in the arm.

By now, Charlie was passed out on the other couch in Stuart's smaller den.

"I can't just ask Kate to do that," he flinched.

"You don't exactly 'ask'," Stuart smiled, "Here, I'll walk you through it." He stood up and almost fell over, but managed to make it to his set of DVDs and grabbed one entitled "Innocent High". Leopold looked frazzled and confused as Stuart put in the disc and sat back down.

"I ain't gay," Stuart laughed, "Just so ya know." Leopold was even more confused and gulped as the main title showed up and Stuart hit play.

The coach walked in with a clipboard and noticed the young girl in the shower, he crept up on her and she screeched, but after some sweet talking, she was down on her knees, sucking his dick.

"Now, Leopold, see what he did there? You have to be smooth," Stuart said, getting yet another beer.

"But, but, he said so few words, most of them perverted and now she's down on her knees like a common street whore!" Leo scolded.

"Now now, you never call a girl a whore, lots of very nice and classy broads give blow jobs, have you ever had one?" Stuart inquired.

'Well... no," Leo replied.

"See! and if you had had one, you would know how amazing it is," Stuart laughed, "Then you wouldn't judge that so called 'whore' so harshly."

"I'm not about to ask Kate to lick my genitals," Leopold scoffed.

"Maybe you don't have to ask," Stuart winked. Leopold was so very confused, but he kept watching. About 30 minutes in, Leo had a hard on. He could barely hide it and kept his hands in his lap to divert attention. Stuart would have too, but all the booze was making it impossible and he was almost asleep.

Ten minutes later, Stuart was passed out, along with Charlie who never did come back from the 'bathroom', so Leo snuck out the window and went back to Kate's apartment.

"Oh, hey honey," Kate smiled as she noticed her boyfriend climb back into their apartment.

"Uh, welcome, um, home," Leopold stuttered. He was hot and bothered he could barely stand, and trying to hide it from Kate was proving to be difficult.

"Are you alright?" Kate tilted her head and walked over to him, smoothing her hands over her shoulders and looking into his eyes, "I'm fine," Leopold replied, kissing her on the cheek.

"Why are you so warm? Were you jogging?" Kate laughed as she turned back to fold a couple of things on the couch.

"No no," Leopold laughed nervously, "But um, could we maybe, um, talk?"

"Of course," Kate looked a little concerned but sat on the couch and patted beside her to call Leopold over. He sat beside her and cleared his throat.

"It has come to my attention," Leopold said slowly and nervously as Kate placed her hand on his thigh and looked into his eyes again, "That I have been neglecting certain needs of yours."

"Needs?" Kate questioned.

"Sexual needs," Leopold looked almost shamed, but he needed to know.

"Oh," Kate said, looking down at her feet.

"Are you, um, itching for something I have failed to provide?" Leopold asked, repeating what Stuart had said earlier.

"Are you asking if I want sex?" Kate asked him carefully.

"Why yes," he replied.

"Of course, Leopold, but I understand your boundaries and I respect them," she smiled.

"But I want you to be happy, to be fully satisfied," Leo told her, placing his hand on her cheek to caress her face.

"Leopold, you make me happy every day, but I wouldn't attest to a little intimacy here and there," she blushed.

"Then it's settled, we shall have sex," Leopold said matter- of-factly.

"Are you sure?" Kate blushed again.

"Please Kate, let me satisfy you," Leopold said sincerely, kissing her lightly on the lips.

"Leopold, I hate to be a bother, but you've only had sex once, and if you were being honest before, it was only the bare essentials... I don't mean to sound rude, but do you know how?" Kate said innocently.

"I might need a little help along the way," Leo hung his head before Kate used her index finger to tip it back up to her gaze.

"You just relax, Leo, it'll all fall into place," Kate smiled and kissed him back more passionately and Leo froze, almost unsure of whether he should continue, but never the less, he did.

Kate moved her hand down his body to his pants and suddenly looked up a little surprised, "Oh, Leo, that was fast."

Leo, trying to figure out what she was referring too was a little embarrassed, but then he realized she was talking about his erection.

"Oh, I must be honest, Stuart was watching porn in his apartment earlier and it stirred me a little," Leo blushed.

"Stuart and his porn, what a man," Kate laughed, "Did it, uh, give you any ideas?"

"We didn't watch much of it, it was mainly this street- uh-, woman, down on her knees licking this man's genitals," Leopold said.

"That's a blowjob, Leopold," Kate giggled.

"Oh, well then, that," he replied.

"Would you like that?" Kate blushed.

"A-a- a blowjob?" he stuttered.

"Mhm," she blushed even more, her cheeks as red as a tomato.

"Uh, Kate, I mean, you don't, what I'm trying to say is, but I," Leo couldn't find the words before Kate hushed him.

"Just relax," she smirked before sinking off the couch and onto her knees.

She unbuckled his pants and slid them down to his feet before helping them off, he was now wearing slacks instead of his Victorian pants, and boxer briefs that were now holding back his erection that was straining against the material. Kate had seen his penis before, when he changed, when he stepped into the shower and sometimes by accident, but never hard, and the outline she could see in his boxers surprised her and delighted her even more.

"Oh my god!" she squealed as she pulled back the boxers and they dropped down his legs. His erection was almost 8 inches and engorged to the full extent.

"Is something wrong, "Leopold looked down at her concerned.

"It's so big, Leopold, I've never seen it this hard!" Kate smiled.

Leopold blushed and breathed heavily as she took his member in hand and stroked up. Leopold moaned loud, having never experienced such a skillful touch. Kate smiled and leaned down to lightly lick the head as Leopold bucked up.

"Ugh, Kate," he managed to get out between staggered breaths. She just grinned and sucked the whole head into her mouth, licking up the pre-cum that dribbled out. She slid him deeper into her mouth and Leopold was almost panting like a dog.

"Are you okay?" Kate giggled.

"Best I've ever been in my whole life," Leopold replied.

Kate went back to work licking along his shaft and even tracing circles on the delicate skin of his balls with the tip of her tongue. Leopold was almost delirious with pleasure, but he could feel he was close. He had masturbated as a young child, just a handful of times before he matured and decided it wasn't appropriate, so he knew what an orgasm felt like, but he had a feeling he was about to have the best one of his life, including the fast and furious encounter with the floozy during his youth.

"Are you close?" Kate asked, popping the swollen head of his dick out of her hot mouth.

"Yes ma'am," Leopold huffed.

"Then let's hold up and take this to the bedroom," Kate smirked and Leopold was left flabbergasted, he didn't think he could last another minute, but he was determined to do anything for her.

Kate dragged him to the bedroom where she removed his shirt and her own clothing.

"My god, Kate, you have the most exquisite body I've ever laid eyes on," Leopold told her, admiring the red lace bra and panties she was wearing.

Kate blushed and pushed him onto the bed easily and crawled up onto his body before kissing her way across his chest and abs, admiring his chiseled features. Leopold kissed her neck when she returned to eye level and she seemed to respond. Leopold had seen the older couples do this when he was younger.

"Uhhh, Leo, I'm so glad you're up for this," Kate sighed.

"Anything for you, Kate," Leopold responded between kisses.

At this point he was just following his heart and flipped them over so he was on top, kissing her passionately and touching every inch of her exposed flesh that he could reach, but never going anywhere near the apex of her thighs.

Kate delicately pulled off her bra and Leopold naturally went to licking at her breasts and sucking her nipples, as every man naturally does. Kate writhed underneath him and ground her pelvis up against Leopold's hard cock. She got tired of being subtle and grabbed his hand, moving it down to touch her panty clad mound.

Leopold looked into her eyes uncertain. "Leopold, please, touch me," she plead.

Leopold quickly removed her panties and inched down the bed until he was in the perfect position to touch her, although he had no idea what to do. He looked up at Kate awkwardly but she just smiled.

"Leo, just do this," Kate slightly sat up and grabbed his hand, making him make a fist, but prying the index and middle finger out, "Now just insert those and make a 'come here' motion over and over."

She laid back down and watched as Leo carefully inserted the two digits into her wet pussy as they slid right in from her arousal. He looked at her for any sign of pain, but he only saw heavy lidded eyes and her lips slightly apart.

Leopold did what she asked, stroking her front wall with his two fingers and watched as she bucked upwards and moaned.

"Ugh, Leo, just like that!" she whimpered.

Leopold smiled to himself and continued to do that while rubbing her inner thigh with his other hand and stroking himself a couple times out of sheer horniness. He had heard of cunnilingus before, it was something of a controversy in his time, but some of the more adventurous ladies in his town had been known to engage in those acts.

Leopold leaned down and lightly licked along her slit which caused Kate to gasp in surprise and sit up a little, "Leo!"

Leopold looked scared, like he had done something wrong and looked into her eyes, but she just fell back and arched up, moaning and asking for more. He happily acquiesced and went back to licking along her sex and even finding her swollen clit and giving it a bit of a suck.

When Kate was screaming and almost waking the neighbours, Leo climbed back up and kissed her neck once again as she smoothed her soft hands over his body.

"Fuck me, Leopold, please fuck me," Kate whimpered.

Thanks to Charlie and Stuart, and HBO, Leopold was familiar with the crude words of today's people and he knew just what she wanted.

"As you wish, my love," Leopold smiled and finally moved into position to enter her, spreading her legs far apart and climbing between them. Lining up his throbbing member, he gave her clit a little tease with his thumb, becoming more comfortable and outgoing with his movements before slowly inching his way inside her entrance.

Kate moaned and arched up, offering her body to him as he thrust in to claim it. Leopold was as deep as he could go, all the way to the hilt as he hit Kate's cervix which caused her to moan loudly and grip his hips.

"Oh Kate, you feel magnificent," he groaned, pulling out only to thrust back in swiftly.

"Leopold, I've waited so long for this," Kate sighed and ran her hands down his smooth back. Leopold could almost cry, he couldn't believe what he was missing out on, and he knew then that he would never want to turn down another advance from Kate again.

After about 10 minutes of thrusting and kissing, and a little bit of biting, Kate and Leopold were both at their breaking point as she clenched around his cock and milked him to an explosive release. He came hard, bucking against her as Kate screamed and hooked her legs under his ass to hold him close as she too came undone.

Leopold rolled off and melted into a sack of potatoes while Kate did the same, relishing in their respective orgasms.

"Kate, that was absolutely amazing," Leo breathed.

"You're telling me!" Kate laughed, snuggling close to her newly consummated man, "Next time we can try a different position, if you're up to it."

"There's more than one?" Leo chuckled.

They started to fall asleep in eachother's arms, Leo watching his angel cuddling his frame and falling into a deep slumber.

Leo was just closing his eyes when he heard a voice yelling from downstairs, "Hey Leo! Way to go, man!"

"Thanks, Stuart," he murmured to himself before falling asleep, dreaming of all the things to come in his sex life... now that he had one!


End file.
